HomeMy WebLinkAboutR-01-1117J-01--535
10/16/01
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RESOLUTION N0.
A RESOLUTION OF THE CITY COMMISSION, WITH
ATTACHMENT(S), AUTHORIZING THE CITY MANAGER
TO EXECUTE A REVOCABLE LICENSE AGREEMENT
("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED
FORM, WITH AT&T WIRELESS SERVICES OF FLORIDA,
.INC. FOR THE USE OF APPROXIMATELY 192 SQUARE
FEET OF CERTAIN ENCLOSED AND ROOF SPACE
WITHIN THE POLICE GARAGE LOCATED AT 400
NORTHWEST 2" AVENUE, MIAMI, FLORIDA, FOR THE
OPERATION AND MAINTENANCE OF AN UNSTAFFED
MICROCELL WIRELESS TELECOMMUNICATIONS SITE ON
A MONTH-TO-MONTH BASIS, PROVIDING FOR AN
EFFECTIVE DATE OF OCTOBER 27, 2001, AT A
MONTHLY FEE OF $1,500 PAYABLE TO THE CITY OF
MIAMI, PLUS STATE USE TAX, IF APPLICABLE, AND
SUBJECT TO ALL TERMS AND CONDITIONS AS MORE
PARTICULARLY SET FORTH IN THE AGREEMENT.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The City Manager is hereby authorized" to
execute a Revocable License Agreement ("Agreement"), in
substantially the attached form, with AT&T Wireless Services of
Florida, Inc. for the use of approximately 192 square feet of
certain enclosed and roof space within the Police garage located
at 400 Northwest 2nd Avenue, Miami., Florida, for the operation
Zi The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
including but not limited to those prescribed by applicable City
Charter and Code provisions.
CITY COWMISSIO14
MEETING OF
OCT -'rill
lieso%ution No.
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and maintenance of an unstaffed microcell wireless
telecommunications site on a month-to-month basis, providing for
an effective date of October 27, 2001, at a monthly fee of $1,500
payable to the City of Miami, plus state use tax, if applicable,
and subject to all terms and conditions as more particularly set
forth in the Agreement.
Section 2. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor."
PASSED AND ADOPTED this 25th day of October 2001.
JOE CAROLLO, MAYOR
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ATTEST:
Walter, oomaR, City Clerk
WALTER J. FOEMAN
CITY CLEaWN
AND CORRECTNESS:/
ATTORNEY
zi If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it
shall become effective immediately upon override of the veto by
the City Commission.
Page 2 of 2
September 7, 2001
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REVOCABLE LICENSE AGREEMEN'T
ISSUED BY THE
CITY OF MIAMI
TO
AT&T
FOR USE OF
PROPERTY LOCATED AT
APPROXIMATELY 400 NW 2 AVENUE
MIAMI, FLORIDA
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CONTENTS
1 . Purpose
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2. Use Permitted
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3. Occupancy and Use Period
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4. Continuous Duty to Operate
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5. Interest Conferred By This Agreement
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6. Consideration
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7. Adjustment to Monthly Fee and Security
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8. Late Fee
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9. Returned Check Fee
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10, Security Deposit
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11. Increase of Security
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12. Alterations, Additions Or Replacement
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13. Condition Of The Property And Maintenance
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14. Violations, Liens And Security Interests
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15. Interference
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16. Utilities
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17. Access
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18. City's Right Of Entry
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19, No Assignment Or Transfer
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20. No Liability For Damage Or Injury
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21. Indemnification And Hold Harmless
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22. Insurance
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23. Licensee's Contractors
24. Cancellation By Request Of Either Of The Parties Without Cause
25. Termination By City Manager For Cause
26. Cancellation of McCaw Revocable License Agreement
27. Removal Of Property
28. Taxes and Fees
29. Notices
30. Advertising
31. Ownership of Improvements
32. Sever ability
33. Nondiscrimination
34. Affirmative Action
35. Minority/Women Business Utilization
36. Waiver Of Jury Trial
37. Waiver
38. Amendments And Modifications
39. Compliance With All Laws Applicable
40. Entire Agreement
41. Approval By The Oversight Board
Exhibit A. The Property
Exhibit B. The Area
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Revocable License Agreement
This Revocable License Agreement ("Agreement") is made _ , 2001, between the
City of Miami (the "City") a municipal corporation of the State of Florida and AT&T Wireless
Services of Florida, Inc. d/b/a AT&T Wireless Services (the "Licensee"), a Florida for profit
corporation, herein collectively referred to as (the "Parties").
WHEREAS, on September 14, 1995, the City Commission passed and adopted
Resolution No. 95-614, which authorized the City Manager and McCaw Communications of
Florida, Inc., a wholly owned subsidiary of AT&T Wireless Services of Florida, Inc., to enter
into a Revocable License Agreement, dated October 27, 1995, for the installation, operation and
maintenance of an unmanned micro cell telecommunications site at the Police Garage; and
WHEREAS, said installation of an unmanned micro cell telecommunications site was
completed; and
WHEREAS, the Revocable License Agreement dated October 27, 1995 will expire upon
execution of new License Agreement; and
WHEREAS, McCaw Communications of Florida, Inc. is no longer the legal entity
representing AT&T Wireless Services for this antenna Agreement; and
WHEREAS, AT&T Wireless Services wishes to enter into a Revocable License
Agreement with the City of Miami for said operation and maintenance of the unmanned
microcell telecommunications site at the Police Garage; and
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WHEREAS, in order to carry out the intent as expressed herein and in consideration of
the mutual agreements subsequently contained, the Parties agree as follows:
1. Purpose.
The City is the owner of real property and improvements thereon at 400 NW 2 Avenue,
Miami, Florida, a/k/a the Police Garage (hereinafter referred to as the "Property"), which is
depicted in Exhibit "A" attached hereto and made a part of this Agreement. The City has
determined that 192 sf of enclosed space in the parking garage and the roof space (the "Area"),
which is depicted in Exhibit "B" attached hereto and made a part hereof, is not needed at this
time for use by any of the City's offices or departments and expressing its desire to assist the
Licensee in accomplishing its public purpose and in furtherance thereof authorizes the Licensee
to occupy and use the Area for the operation and maintenance of an unmanned wireless
telecommunications equipment station for the transmission and reception of radio
communication signals, in any and all frequencies not in interference with the City's radio
communication signals generated from the Area, under the conditions hereinafter set forth. The
highest point of said roof mounted antennas shall not exceed ten (10) feet in height as measured
vertically from the roof of the Area housing the equipment station.
2. Permitted Use
The use of the Area (hereinafter referred to as "Permitted Use") is strictly limited to
operating and maintaining an unmanned wireless telecommunications antenna for the
transmission and reception of radio communication signals, in any and all frequencies not in
interference with the City's radio communication signals.
3. Occupancy and Use Period.
This Agreement shall commence as of October 1, 2001 (the "Effective Date"), and shall
continue until the first to occur of the following:
a) cancellation or termination by the express written agreement of the parties hereto;
or
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b) cancellation or termination by request of any of the parties hereto, subject to the
notice provisions of Paragraphs 24 and 25 of this Agreement.
4. Continuous Duty to Operate.
Except where the Area is rendered untenable by reason of fire or other casualty, Licensee
shall at all times during this Agreement, occupy the Area upon the Effective Date and shall
thereafter continuously conduct operations in the Area in accordance with the terms of this
Agreement.
5. Interest Conferred By This Agreement.
Licensee agrees that this Agreement has been issued by the City to authorize Licensee to
occupy the Area solely for the limited purpose of undertaking the Permitted Use and no other
purpose. The parties hereby agree that the provisions of this Agreement do not constitute a lease
and the rights of Licensee hereunder are not those of a tenant but are a mere personal privilege to
do certain acts of a temporary character and to otherwise use the Area subject to the terms of this
Agreement. No leasehold interest in the Area is conferred upon Licensee under the provisions
hereof and Licensee does not and shall not claim at any time any leasehold estate or ownership
interest in the Area by virtue of this Agreement or its use of the Area hereunder. Additionally,
Licensee does not and shall not claim at any time any interest or estate of any kind or extent
whatsoever in the Area by virtue of any expenditure of funds by the Licensee for improvements,
construction, repairs, partitions or alterations to the Area which may be authorized by the City.
G. Consideration.
In consideration for this Agreement, Licensee agrees to pay to the City a monthly fee in
the amount of One Thousand Five Hundred dollars and No cents ($1,500.00) (the "Monthly
Fee"), plus State Use Tax, if applicable. Said fee shall be paid in advance and in full on the
Effective Date and on the first day of each month thereafter, without further notice or demand.
Payments shall be made payable to the "City of Miami" and shall be mailed to:
City of Miami
Finance Department
444 South West 2nd Avenue, 6t' Floor
Miami, FL 33130
Attention: Rent Collections
or such other address as may be designated from time to time.
7. Adjustment to Monthly Fee
Commencing twelve months from the Effective Date, or on the first day of the following
month if the Effective Date is not on the first of the month, and every twelve months thereafter
(the "Anniversary Date(s)"), Licensee agrees that the Monthly Fee shall be increased by five
percent (5%) of the Monthly Fee , in effect for the immediately preceding Agreement Year.
Nothing in this paragraph shall be construed to grant Licensee the right to use the area or
maintain the Properties for a term greater than on a month-to-month basis.
8. Late Fee
In the event that the City does not receive any installment of the Monthly Fee within five
(5) days after it becomes due, Licensee shall pay to the City, in addition to the delinquent
amount, a late fee equal to ten percent (10%) of the delinquent installment. Such Iate fee shall
constitute additional fees due and payable to the City by Licensee upon the date of payment of
the delinquent payment referenced above. Acceptance of such late fee by the City shall, in no
event, constitute a waiver of Licensee's violations with respect to such overdue amount nor
prevent the City from the pursuit of any remedy to which the City may otherwise be entitled.
9. Returned Check Fee
In the event any check is returned to the City as uncollectible, the Licensee shall.pay to
City a returned check fee (the "Returned Check Fee") based on the following schedule:
Returned Amount Returned Check Fee
$00.01 -- 50.00 $20.00
$50.01 -- 300.00 $30.00
$300.01 — 800.00 $40.00
OVER $800.00 5% of the returned amount
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The Returned Check Fee shall constitute additional fees due and payable, to City by Licensee,
upon the date of payment of the delinquent payment referenced above. Acceptance of Returned
Check Fee by City shall, in no event, constitute a waiver of Licensee's violations with respect to
such overdue amount nor prevent City from the pursuit of any remedy to which City may
otherwise be entitled.
10. Security Deposit.
Notwithstanding anything to the contrary, the City shall retain the sum of Two Thousand
Five Hundred dollars ($2,500.00) from the Revocable License Agreement between the City and
McCaw Communications, Inc. d/b/a AT&T Wireless Services slated October 27, 1995, as
Security for this Agreement. Upon execution of the Agreement, Licensee shall be required to
deposit with the City an additional sum of Two Thousand dollars ($2,000.00), which shall bring
the aggregate to Four thousand Five Hundred dollars ($4,500.00), (the "Security") as guarantee
for the full and faithful performance by Licensee of all obligations of Licensee under this
Agreement or in connection with this Agreement. However, If Licensee is in violation (as
provided in Paragraph 25) beyond any applicable notice or cure period, the City may use, apply
or retain all or any part of the Security for the payment of (i) any fee or other sum of money
which Licensee was obligated to pay but did not pay, (ii) any sum expended by the City on
Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which the
City may expend or be required to expend as a result of Licensee's violation. In the event the
City uses any portion of the Security, as described above, the Licensee will replenish the amount
used by the City within fifteen days (15) of notice. The use, application or retention of the
Security or any portion thereof by the City shall not prevent the City from exercising any other
right or remedy provided for under this Agreement or at law and shall not limit any recovery to
which the City may be entitled otherwise.
Provided Licensee is not in violation of this Agreement, the Security or balance thereof,
as the case may be, shall be returned to Licensee after the expiration date or upon any later date
after which Licensee has vacated the Area in the same condition or better as existed on the
Effective Date, ordinary wear and tear excepted. If desired by the City, the structure constructed
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in the Area by Licensee may remain in place
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Upon the return of the Security (or balance
thereof) to the Licensee, the City shall be completely relieved of liability with respect to the
Security. Licensee shall not be entitled to receive any interest on the Security.
11. Increase of Security.
If Licensee is in default under this Agreement more than two (2) times within any twelve
(12) month period, irrespectively of whether or not such default is cured, then, without limiting
City's other rights and remedies provided for in this Agreement or at law or equity, the Security
shall automatically be increased by three (3) times the Security then in place. This increase shall
be paid by Licensee to City forthwith on demand.
12. Alterations, Additions Or Replacements.
Except in the event of an emergency, Licensee shall not make any repair or alteration
required or permitted to be performed by Licensee without first receiving the written approval of
the Director of Asset Management ("Director"), which approval may be conditioned or withheld
for any or no reason whatsoever. If City approves such request, no repair or alteration shall be
commenced until plans and specifications therefore shall have been submitted to and approved
by the Director. In the event of an emergency, Licensee may reasonably process to perform such
repair work and shall immediately notify City of such work.
13. Condition Of The Property And Maintenance.
Licensee accepts the Area "as is", in its present condition and state of repair and without
any representation by or on behalf of City, and agrees that City shall, under no circumstances, be
liable for any latent, patent or other defects in the Area. Licensee, at its sole cost, shall maintain
the Area in good order and repair at all times and in an attractive, clean, safe and sanitary
condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all repairs
to the Area required or caused by Licensee's use of part thereof.
Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and
expense in order to comply with all City, County and State code requirements for Licensee's
occupancy thereof.
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14. Violations, Liens And Security Interests.
Licensee, at its expense and with due diligence and dispatch, shall secure the cancellation
or discharge of, or bond off same in the manner permitted by law, all notices of violations arising
from or otherwise in connection with Licensee's improvements or operations in the Area which
shall be issued by any public authority having or asserting jurisdiction. Licensee shall promptly
pay its contractors and materialsmen for all work and labor done at Licensee's request. Should
any such lien be asserted or filed, regardless of the validity of said liens or claims, Licensee shall
bond against or discharge the same within fifteen (15) calendar days of Licensee's receipt of
notice of the filing of said encumbrance. In the event Licensee fails to remove or bond against
said lien by paying the full amount claimed, Licensee shall pay the City upon demand any
amount paid out by City, including the City's costs, expenses and reasonable attorneys' fees.
Licensee further agrees to hold the City harmless from and to indemnify the City against any and
all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims
of any contractor, subcontractor, materialman, laborer or any other third person with whom
Licensee has contracted or otherwise is found liable for, in respect to the Area. Nothing
contained in this Agreement shall be deemed, construed or interpreted to imply any consent or
agreement on the part of the City to subject the City's interest or estate to any liability under any
mechanic's or other lien asserted by any contractor, subcontractor, materialsman or supplier
thereof against any part of the Area or any of the improvements thereon and each such contract
shall provide that the contractor must insert a statement in any subcontract or purchase order that
the contractor's contract so provides for waiver of lien and that the subcontractor, materialman
and supplier agree to be bound by such provision.
15. Interference
If, in the sole judgment of the City, any electrical, electromagnetic, radio frequency or
other interference shall result from the operation of the Facilities, City shall notify Licensee, in
writing which notice may be provided via facsimile, and Licensee shall within twenty-four (24)
hours after receiving the City's notice exercise due diligence to analyze the cause of the
interference and make such modifications and corrections as are necessary to eliminate the
interference. If the Licensee fails to cure the interference problem within said 24-hour period,
then Licensee shall immediately notify the City of its failure to cure the interference problem and
identify to City the additional corrective measures it proposes to undertake in an effort to resolve
the interference. After considering the impact of the interference upon the City in its ability to
effectively protect the residents of Miami, the City, in its sole judgment, shall have the option to:
a) Require Licensee to immediately cease use of the Area until such time as the
interference problem is corrected; or
b) Allow Licensee to continue operating while Licensee exercises due diligence to
implement the proposed corrective measures and keep the City informed regarding the status of
the corrective work.
In either "a" or "b" above, if Licensee has exercised due diligence in attempting to correct
such interference and same has not been corrected within sixty (60) days from the first notice by
the City, the City may, at its sole option, either (i) terminate this Agreement forthwith, or (ii) may
require Licensee to immediately remove from the Area the specified item of the Facilities
causing such interference.
In the event the City exercises "(a)" above, Licensee shall be entitled to a refund of the
Monthly Fee on a pro rata basis but only if such interference is caused by actions not under the
control of Licensee. In the event the City exercises "(b)" above, there shall be no refund or off-
set of the Monthly Fee as a result of any cessation of use of such specified item or the Area
unless removal of such specified item renders the Area completely and fully unusable for the.
purposes stated in this Agreement.
16. Utilities.
Licensee shall pay for all utilities, including but not limited to, electricity, water,
stormwater fees, gas, telephone, garbage and sewage disposal used by Licensee during its
occupancy of the Area, as well as all costs for installation of any lines and equipment necessary.
Licensee, at its sole cost, shall install all utilities required for its use and install separate utility
meters required thereby and shall be billed directly by the applicable utility company for such
services. In the event that the City is billed for any utility that is a result of Licensee's use of the
Area, the Licensee shall reimburse such amount to the City within 15 days of the date of the bill.
17. Access
The City shall provide Licensee ingress, egress and access to the Area adequate to
maintain, operate and service the Area and the Facilities and to comply with its obligations
hereunder at all times (24 hours/day, 7 days/week) during this Agreement at no additional charge
to Licensee.
18. City's Right Of Entry.
The City shall have access to and entry into the Area at any time to (a) inspect the Area
and the Facilities; (b) take technical measurements or tests related to the Facilities in conducting
the inspection and testing of the equipment, the City shall not tamper nor perform any
adjustments to Licensee's equipment without Licensee's written approval; (c) to perform any
obligations of Licensee hereunder which Licensee has failed to perform after written notice
thereof to Licensee, Licensee not having cured such matter within thirty (30) days of such notice;
(d) to assure Licensee's compliance with the terms and provisions of this Agreement and all
applicable laws, ordinances, rules and regulations; and (e) for other purposes as may be deemed
necessary by the City Manager in the furtherance of the City's corporate purpose; provided,
however, that the City shall make a diligent effort to provide at least 24 -hours advance notice and
Licensee shall have the right to have one or more of its representatives or employees present
during the time of any such entry. The City shall not be liable for any loss, cost or damage to the
Licensee by reason of the exercise by the City of the right of entry described herein for the
purposes listed above. The making of periodic inspection or the failure to do so shall not operate
to impose upon the City any liability of any kind whatsoever nor relieve the Licensee of any
responsibility, obligations or liability assumed under this Agreement.
19. No Assignment Or Transfer.
Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by
this Agreement.
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20. No Liability For Damage Or Injury.
In no event shall the City be Iiable or responsible for loss or damage to the Property, the
Area, improvements, fixtures, equipment and/or any property belonging to or rented by Licensee,
its officers, servants, agents, or employees that may be stolen, destroyed, or in any way damaged
and Licensee indemnifies the City its officers, agents and employees from and against any and all
such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise
from the negligence or alleged negligence of the City, including any of its employees, agents, or
officials.
21. ' Indemnifications And Hold Harmless.
The Licensee shall indemnify, hold harmless and defend the City from and against any
and all claims, suits, actions, damages or causes of action of whatever nature arising during the
period of this Agreement, for any personal injury, loss of life or damage to property sustained in
or on the Area, by reason of or as a result of Licensee's use or operations thereon, and from and
against any orders, judgments or decrees which may be entered thereon, and from and against all
costs, attorney's fees, expenses and liabilities incurred in and about the defense of any such
claims and the investigation thereof; provided, however, Licensee shall not be liable for the gross
negligence or intentional misconduct of the City.
22. Insurance
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times
throughout the period of this Agreement, the following insurance coverage:
A. Commercial General liability insurance on a Comprehensive General liability
coverage form, or its equivalent, including premises, operations and contractual coverage's
against all claims, demands or actions for bodily injury, personal injury, death or property
damage occurring in or about the Area with such limits as may be reasonably requested by the
City from time to time but not less than $1,000,000 per occurrence combined single limit for
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bodily injury and property damage. The City shall be named as Additional Insured on the policy
or policies of insurance.
B. Automobile liability insurance covering all owned, non -owned and hired vehicles
used in conjunction with operations covered by this agreement. The policy or policies of
insurance shall contain a combined single limit of at least $500,000 for bodily injury and
property damage. The requirements of this provision will be waived upon submission of a
written statement from Licensee that no automobiles are used to conduct business.
C. "All Risk" property insurance against loss or damage by fire, windstorm, with
such endorsements for extended coverage, vandalism, malicious mischief, and special coverage,
insuring 100% of the replacement cost of Licensee's improvements, fixtures, equipment,
furniture and all other personal property in and about the Area.
D. Worker's Compensation in the form and amounts required by State law.
E. The City reserves the right to reasonably amend the insurance requirements by the
issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or
security reasonably required by the City.
F. The policy or policies of insurance required shall be so written that the policy or
policies may not be canceled or materially changed without thirty (30) days advance written
notice to the City. Said notice should be delivered to the City of Miami, Division of Risk
Management, 444 S.W. 2"d Avenue, 9`h Floor, Miami, Florida 33130 with copy to the City of
Miami, Office of Asset Management, 444 SW 2 Avenue, 3`d Floor, Miami, Florida 33130, or
such other address that may be designated from time to time.
G. A current Evidence and Policy of Insurance evidencing the aforesaid required
insurance coverage shall be supplied to the Office of Asset Management of the City at the
commencement of the term of this Agreement and a new Evidence and Policy shall be supplied
at least twenty (20) days prior to the expiration of each such policy. Insurance policies required
above shall be issued by companies authorized to do business under the laws of the State, with
the following qualifications as to management and financial strength: the company should be
rated "A" as to management, and no less than class "X" as to financial strength, in accordance
with the latest edition of Best's -Key Rating Guide, or the company holds a valid Florida
Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member
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of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any
of its representatives, which indicates less coverage than required, does not constitute a waiver of
the Licensee's obligation to fulfill the insurance requirements herein.
In the event Licensee shall fail to procure and place such insurance, the City may, but
shall not be obligated to, procure and place same, in which event the amount of the premium paid
shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance
be collectible on the first day of the month or any subsequent month following the date of
payment by the City. Licensee's failure to procure insurance shall in no way release Licensee
from its obligations and responsibilities as provided herein.
23. Licensee's Contractors.
Licensee shall submit the name of any proposed contractor to the City prior to such
contractor performing any work on behalf of Licensee in the Area. Licensee's contractors shall
have insurance to afford minimum protection as follows:
A. Commercial General liability insurance on a Comprehensive General liability
coverage form, or its equivalent, including premises, operations and contractual coverages
against all claims, demands or actions for bodily injury, personal injury, death or property
damage occurring in or about the Area with such limits as may be reasonably requested by the
City from time to time but not less than $1,000,000 per occurrence combined single limit for
bodily injury and property damage.
B. Automobile liability insurance covering all owned, non -owned and hired vehicles
used in conjunction with operations covered by this agreement. The policy or policies of
insurance shall contain a combined single limit of at least $500,000 for bodily injury and
property damage. The requirements of this provision may be waived upon submission of a
written statement that no automobiles are used to conduct business.
C. Worker's Compensation in the form and amounts required by State law.
D. Contractual Liability Insurance in an amount not less than $1,000,000.
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E. Licensee agrees that each such policy shall name the City and Licensee as
additional insured and each such policy shall contain a provision that it may not be canceled
without thirty (30) days prior written notice to the City.
F. The City reserves the right to reasonably amend the insurance requirements by the
issuance of a notice in writing to Licensee. The contractor shall provide any other insurance or
security reasonably required by the City.
24. Cancellation By Request Of Either Of The Parties Without Cause.
Either party may cancel this Agreement at any time with thirty (30) days written notice to
the non -canceling party.
25. Termination By City Manager For Cause.
If Licensee in any manner violates the restrictions and conditions of this Agreement, then,
and in the event, after ten (10) days written notice given to Licensee by the City Manager within
which to cease such violation or to correct such deficiencies, and upon failure of Licensee to do
so after such written notice, within said ten (10) day period, this Agreement shall be
automatically canceled without the need for further action by the City.
26. Cancellation of McCaw Revocable License Agreement
Licensee agrees that upon execution of this Agreement, the City shall automatically
cancel the Revocable License Agreement dated October 27, 1995 between the City of Miami
and McCaw Communications of Florida, Inc. (the "McCaw Agreement"), a wholly owned
subsidiary of AT&T Wireless Services of Florida, Inc. without the need for further action by the
Parties.
27. Removal Of Property.
In either event of cancellation pursuant to paragraphs 24 or 25, at the expiration of the
time limited by the notice, the Licensee shall promptly, at its sole cost and expense, remove all
Facilities, personal property, fixtures and equipment from the Area 'and Licensee agrees to
promptly repair any damage to the Area caused thereby, clean up any remaining debris and
restore the Area to the condition existing as of the Effective Date. Should Licensee fail to repair
any damage caused to the Area within ten (10) days after receipt of written notice from the City
directing the required repairs, the City shall cause the Area to be repaired at the sole cost and
expense of Licensee. Licensee shall pay the City the full cost of such repairs within ten (10) days
of receipt of an invoice indicating the cost of such required repairs.
In the event Licensee fails to remove its Facilities, personal property, equipment and
fixtures from the Area within the time limit set by the notice, said property shall be deemed
abandoned and thereupon shall become the sole personal property of the City. The City, at its
sole discretion and without liability, may remove and/or dispose of same as the City sees fit, all
at Licensee's sole cost and expense.
28. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any
and all charges, taxes, fees or assessments levied against the Area, its proportionate share of the
Property and/or against any occupancy interest or personal property of any kind, owned by or
placed in, upon or about the Area or the Property by Licensee, including, but not limited to, ad
valorem taxes, fines, fees and parking surcharges. In the event Licensee appeals a tax or fee,
Licensee shall immediately notify the City of its intention to appeal said tax or fee and shall
furnish and keep in effect a surety bond of a responsible and substantial surety company
reasonably acceptable to the City or other security reasonably satisfactory to the City in an
amount sufficient to pay one hundred percent of the contested tax or fee with all interest on it and
costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it.
29. Notices.
All notices or other communications which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service or by
certified mail addressed to the City and Licensee at the address indicated herein or as the same
may be changed from time to time. Such notice shall be deemed given on the day on which
•. r Y
17
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personally served; or if by certified mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier:
CITY OF MIAMI
City of Miami
Office of City Manager
444 SW 2 Avenue, I Oth Floor
Miami, FL 33130
City of Miami
Office of Asset Management
444 SW 2 Avenue, Suite 325
Miami, FL 33130
30. Advertising,
LICENSEE
AT&T Wireless Services of Florida,
3406 Forest Hill Boulevard
West Palm Beach, FL 33406
Attn: Corporate Counsel
Licensee shall not permit any signs or advertising matter to be placed in or upon the Area
without having first obtained the approval of the Director of Asset Management ("Director"),
which approval may be withheld for any or no reason, at his sole discretion. Licensee shall, at its
sole cost and expense, install, provide, and maintain such sign, decoration, advertising matter or
other things as may be permitted hereunder in good condition and repair at all times. Licensee
must further obtain approval from all governmental authorities having jurisdiction, and must
comply with all applicable requirements set forth in the City of Miami Code and Zoning
Ordinance. Upon the cancellation of this Agreement, Licensee shall, at its sole cost and expense,
remove any sign, decoration, advertising matter or other thing permitted hereunder from the
Area. If any part of the Area is in any way damaged by the removal of such items, said damage
shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any
damage caused to the Area within ten (10) days after receipt of written notice from the City
directing the required repairs, the City shall cause the Area to be repaired at the sole cost and
expense of Licensee. Licensee shall pay the City the full cost of such repairs within ten (10) days
of receipt of an invoice indicating the cost of such required repairs.
18h..rr
0
Licensee hereby understands and agrees that the City may, at its sole discretion, erect or
place upon the Area or the Property an appropriate sign indicating the City having issued this
Agreement.
31. Ownership of Improvements.
ti
As of the Effective Date and throughout the Use Period, the "Facilities" is solely owned
by AT&T Wireless Service, Inc. Furthermore, the City of Miami is the sole owner of the
property.
32. ' Severability.
Should any provisions, paragraphs, sentences, words or phrases contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unlawful under the laws of the State of Florida or the City, such provisions, paragraphs,
sentences, words or phrases shall be deemed modified to the extent necessary in order to conform
with such laws, and the same may be deemed severable by the City, and in such event, the
remaining terms and conditions of this Agreement shall remain unmodified and in full force and
effect.
33. Nondiscrimination.
Licensee shall not discriminate as to race, color, religion, sex, national origin, age,
disability or marital status in connection with its occupancy and use of the Area and
improvements thereon.
34. Affirmative Action.
Licensee shall have in place an Affirmative Action/Equal Employment Opportunity
Policy and shall institute a plan for its achievement which will require that action be taken to
provide equal opportunity in hiring and promoting for women, minorities, the disabled and
veterans. Such plan will include ,a set of positive measures which will be taken to insure
19 �i- I i i 7
nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu
of such a policy/plan, Licensee shall submit a Statement of Assurance indicating that their
operation is in compliance with all relevant Civil Rights laws and regulations.
35. Minority/Women Business Utilization.
Licensee shall make every good faith effort to purchase/contract fifty-one percent (51%)
of its annual goods and services requirements from Hispanic, Black and Women
businesses/professionals registered/certified with the City Office of Minority/Women Business
Affairs. The City will make such lists available to the Licensee at the time of the issuance of the
Agreement and the City's Office of Minority/Women Business Affairs will routinely provide
updafes.
36. Waiver Of Jury Trial.
The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right
either may have to a trial by jury in respect of any action, proceeding or counterclaim based on
this Agreement, or arising out of, under or in connection with this Agreement or any amendment
or modification of this Agreement, or any other agreement executed by and between the parties
in connection with this Agreement, or any course of conduct, course of dealing, statements
(whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a
material inducement for the City and Licensee entering into the subject transaction.
37. Waiver.
No failure on the part of the City to enforce or insist upon performance of any of the
terms of this Agreement, nor any waiver of any right hereunder by the City, unless in writing,
shall be construed as a waiver of any other term or as a waiver of any future right to enforce or
insist upon the performance of the same term.
20
38. Amendments And Modifications.
No amendments or modifications to this Agreement shall be binding on either party
unless in writing, signed by both parties and approved by the City Manager. The City Manager is
authorized to amend or modify this Agreement as needed.
39. Compliance With All Laws Applicable.
Licensee accepts this Agreement and hereby acknowledges that Licensee's strict
compliance with all applicable federal, state and local laws, ordinances and regulations, including
without limitation the rules of the Federal Communications Commission, the Federal Aviation
Adrriinistration and the City Building, Zoning and Fire Codes, is a condition of this Agreement,
and Licensee shall comply therewith as the same presently exist and as they may be amended
hereafter. This Agreement shall be construed and enforced according to the laws of the State of
Florida.
40. Entire Agreement.
This instrument and its attachments constitute the sole and only agreement of the parties
hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date.
Any prior agreements, promises, negotiations or representations not expressly set forth in this
Agreement are of no force or effect.
41. Approval By The Oversight Board.
The State of Florida has appointed an Emergency Financial Oversight Board (the
"Oversight Board"), which is empowered to review and approve all pending the City of Miami
contracts. As a result, contracts shall not be binding on the City until such time as the Oversight
Board has approved them. Attestation of this Agreement by the City Clerk shall constitute
evidence of approval by the Oversight Board.
21 � i I. _k_ i "in
0
0
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day
and year first above written.
ATTEST:
Walter Foeman
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Mario SoldevilIa
Director of Risk Management
CITY OF MIAMI, a municipal corporation
of the State of Florida
Carlos A. Gimenez
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Alejandro Vilarello
City Attorney
22
LICA
ATTEST: AT&T Wireless Services of Florida, Inc.
A Florida Corporation
Signature - Secretary Signature
Print Name Print Name
CORPORATE SEAL
Print Title
23
PROPOSED LOCA T*' :'COMMUNICATIONS r
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FROM
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GIN OF MIAMI, FLORIDA A=4 MEMORANDUM
Honorable Mayor and Members QST _ 9 �1
of the City Commission DATE: FILE:
Resolution Authorizing
SUBJECT: the Manager to Execute
A Revocable License
1'7 Agreement with AT&T
rCarlos A. Gimenez REFERENCES : Wireless Services of
City Manager ENCLOSURES: Florida, Inc.
RECOMMENDATION
The administration recommends that the Miami City Commission adopt the attached
Resolution, authorizing the City Manager to execute a Revocable License Agreement, in
substantially the attached form (the "Agreement"), between the City of Miami and AT&T
Wireless Services of Florida, Inc. (the "Licensee") for the use of One Hundred Ninety
Two (192) square feet of enclosed space in the garage and certain roof space of the Police
Garage (the "Area") located at approximately 400 NW 2nd Avenue, Miami, Florida. The
Agreement is for the purpose of operating and maintaining an unmanned microcell
telecommunications site. The Agreement shall be effective October 27, 2001. Licensee
will pay a monthly fee of $1,500.00 plus Florida Sales Tax.
BACKGROUND
On September 14, 1995, the City Commission passed and adopted Resolution No. 95-
514, which authorized the City Manager and McCaw Communications of Florida, Inc., a
wholly owned subsidiary of AT&T Wireless Services of Florida, Inc., to enter into a
Revocable License Agreement, dated October 27, 1995, for the installation, operation and
maintenance of an unmanned microcell telecommunications site at the Police Garage.
The installation of the unmanned microcell telecommunications site was completed.
McCaw Communications of Florida, Inc. is no longer the legal entity representing AT&T
Wireless Services for this antenna and equipment Agreement; therefore, the new
agreement will be with AT&T.
Highlights of the Agreement are as follows:
Use Period: Commence October 27, 2001 and continues on a month-to-month basis
until the first to occur of the following:
(a) cancellation or termination by the express written agreement of the
parties hereto; or
(b) cancellation or termination by request of any of the parties hereto,
subject to the notice provisions of -"Cancellation By Request Of Either
r
of The Parties Without Cause" and "Termination By City Manager
for Cause."
Utilities: Licensee will pay for all of the utilities.
Monthly Fee: $1,500.00
Monthly
Fee Increase: On each anniversary date there will be a 5% increase.
Late Fee: 10% late fee of the delinquent fee if not received within five days after
it becomes due.
Security
Deposit:
$4,500.00
Taxes:
Licensee shall pay.
Maintenance:
Licensee shall pay.
Insurance:
Licensee will provide the required insurance, which includes com-
mercial general liability in the amount of $1,000,000, automobile
liability insurance in the amount of $500,000, Worker's Compen-
sation in the form and amounts required by State Law.
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